Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived; (b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date; (c) by mutual consent of Buyer and Seller; or (d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, or such later date as the parties may agree upon.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Bill Gross Idealab Inc), Stock Purchase Agreement (Bill Gross Idealab Inc), Stock Purchase Agreement (Bill Gross Idealab Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer Xxxxx and SellerXxxxxxx; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, or such later date as the parties may agree upon.
Appears in 3 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer Purchaser or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) (i) by Buyer Purchaser if any of the conditions in Section 5 Article X has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer Purchaser to comply with its obligations under this Agreement) and Buyer Purchaser has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 Article XI has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer Purchaser and Seller; or
(d) by either Buyer Purchaser or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 31, 20001998, or such later date as the parties may agree upon.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Medgenesis Inc), Asset Purchase Agreement (Medgenesis Inc), Asset Purchase Agreement (Medgenesis Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminatedterminated only:
(a) by either Buyer or Seller Sellers if a material breach of any provision Breach of this Agreement has been committed by the other party and such breach Breach has not been waivedwaived or cured on or before the Closing Date;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 21, 20002001, or such later date as the parties may agree upon.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Phi Inc), Stock Purchase Agreement (Suggs Carroll W), Stock Purchase Agreement (Petroleum Helicopters Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Material Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28July 31, 20001999, or such later date as the parties may agree upon.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Foster L B Co), Stock Purchase Agreement (Foster L B Co)
Termination Events. This Agreement may, by By notice given prior to or at Title Agent and the Closingother parties to this Agreement, this Agreement may be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has 9 have not been materially satisfied as of the Closing Termination Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Termination Date; or ;
(iib) by SellerSellers, if any of the conditions in Section 6 has 10 have not been materially satisfied as of the Closing Termination Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of either Seller to comply with their its obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Termination Date;
(c) by either Buyer or Sellers if a Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived;
(d) by mutual consent of Buyer and SellerSellers; or
(de) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000the Termination Date, or such later date as the parties may agree upon.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Atria Communities Inc), Purchase and Sale Agreement (Atria Communities Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) subject to the terms and conditions of Section 7.14, by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 2000, or such later date as the parties may agree upon2002.
Appears in 2 contracts
Samples: Acquisition Agreement, Acquisition Agreement (Eateries Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer TGI or Seller the Shareholder if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (iii) by Seller, TGI if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller TGI to comply with its obligations under this Agreement) and TGI has not waived such condition on or before the Closing Date; or (ii) by the Shareholder, if any of the conditions in Section 7 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Shareholder to comply with their obligations under this Agreement) and Seller have the Shareholder has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer TGI and Sellerthe Shareholder; or
(d) by either Buyer TGI or Seller the Shareholder if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 20001997, or such later date as the parties may agree upon.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Transit Group Inc), Agreement and Plan of Reorganization (Transit Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 1, 20002001, or such later date as the parties may agree uponupon in writing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Kupper Parker Communications Inc), Stock Purchase Agreement (Kupper Parker Communications Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by By either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by By Buyer if any of the conditions in Section 5 5.2 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 5.3 has not been satisfied as of the scheduled Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Datescheduled Closing;
(c) by By mutual consent of Buyer and Seller; or
(d) by By either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28January 31, 20001997, or such later date as the parties may agree upon.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Acres Gaming Inc), Stock Purchase Agreement (International Game Technology)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer Purchaser or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer Purchaser if any of the conditions in Section 5 Article 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition condi-tion is or becomes impossible (other than through the failure of Buyer Purchaser to comply with its obligations under this Agreement) and Buyer Purchaser has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 Article 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Sellerthe parties hereto; or
(d) by either Buyer or Seller party if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 2815, 20002017, or such later date as the parties may agree upon.
Appears in 2 contracts
Samples: Asset Purchase Agreement (mCig, Inc.), Asset Purchase Agreement (Stony Hill Corp.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, or such later date as the parties may agree upon.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Bill Gross Idealab Inc), Stock Purchase Agreement (Bill Gross Idealab Inc)
Termination Events. This Agreement may, by By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminatedterminated as follows:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party Seller and such breach Breach has not been waivedwaived by Buyer;
(b) by Seller if a material Breach of any provision of this Agreement has been committed by Buyer and such Breach has not been waived by Seller;
(c) by Buyer if any of the conditions condition in Section 5 Article 7 has not been satisfied as of the date specified for Closing Date in the first sentence of Section 2.6 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) ), and Buyer has not waived such condition on or before the Closing Date; or such date;
(iid) by Seller, Seller if any of the conditions condition in Section 6 Article 8 has not been satisfied as of the date specified for Closing Date in the first sentence of Section 2.6 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) ), and Seller have has not waived such condition on or before the Closing Datesuch date;
(ce) by mutual consent of Buyer and Seller; or;
(df) by either Buyer or Seller Buyer, at its option, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 31, 20002005, or such later date as the parties may agree upon, unless the Buyer is in material Breach of this Agreement;
(g) by Seller if the Closing has not occurred on or before August 31, 2005, or such later date as the parties may agree upon, unless the Seller is in material Breach of this Agreement or have caused the delay in Closing; or
(h) by Buyer, at its option, if either of the Other Purchase Agreements is terminated.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Champion Enterprises Inc), Asset Purchase Agreement (Champion Enterprises Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller in the event that the Balance Sheet, as of June 30, 1999 as audited in accordance with GAAP consistently applied, is materially different that the Projected Financial Statements; or,
(e) by Buyer if the Closing has Disclosure Letter reveals any material condition not occurred (other than through the failure of any party seeking satisfactory to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, or such later date as the parties may agree uponBuyer and not cured by Sellers.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Log on America Inc), Stock Purchase Agreement (Log on America Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach or violation of any provision of this Agreement has been committed by the other party and such breach or violation has not been cured or waived;
(b) by Buyer (i) if the certificate provided by Seller pursuant to Section 7.2(b)(iii) describes any change or modification to any representation or warranty which arises to a Material Adverse Change, (ii) if any of the conditions in Section 5 ARTICLE 7 has not been satisfied as of the Closing Date or (iii) if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or ;
(iic) by Seller, if any of the conditions in Section 6 ARTICLE 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(cd) by mutual consent of Buyer and Seller; or
(de) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, the Closing Date or such later date as the parties may agree upon.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Transatlantic Petroleum Ltd.)
Termination Events. This Agreement may, by By written notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminatedterminated as follows:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party Seller and such breach Breach has not been waivedwaived by Buyer;
(b) by Seller if a material Breach of any provision of this Agreement has been committed by Buyer and such Breach has not been waived by Seller;
(c) by Buyer if any of the conditions condition in Section 5 Article VII has not been satisfied as of the date specified for Closing Date in the first sentence of Section 2.6 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or such date;
(iid) by Seller, if any of the conditions condition in Section 6 Article VIII has not been satisfied as of the date specified for Closing Date in the first sentence of Section 2.6 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Datesuch date;
(ce) by mutual consent of Buyer and Seller; or;
(df) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 2812, 20002001, or such later date as the parties may agree upon, unless the Buyer is in material Breach of this Agreement; or
(g) by Seller if the Closing has not occurred on or before February 12, 2001, or such later date as the parties may agree upon, unless the Seller in material Breach of this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cytomedix Inc), Asset Purchase Agreement (Cytomedix Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer Purchaser or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer Purchaser if any of the conditions in Section 5 Article 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer Purchaser to comply with its obligations under this Agreement) and Buyer Purchaser has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 Article 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Sellerthe parties hereto; or
(d) by either Buyer or Seller party if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 2815, 20002017, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer TGI or Seller the Company if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible by:
(other than through the failure of Buyer to comply with its obligations under this Agreementi) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, TGI if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller TGI to comply with its obligations under this Agreement) and TGI has not waived such condition on or before the Closing Date; or
(ii) Sellers, if any of the conditions in Section 7 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer TGI and SellerSellers; or
(d) by either Buyer TGI or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28July 31, 20001999, or such later date as the parties Parties may agree upon.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Transit Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 20002005, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 20001999, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Stock Purchase Agreement (Americas Shopping Mall Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(ii) by SellerSellers, if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 2000, 1997 or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Stock Purchase Agreement (Integrated Orthopedics Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28April 30, 20002008, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Stock Purchase Agreement (Commercial National Financial Corp /Pa)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller the Company if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerOwners, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Owners to comply with their obligations under this Agreement) and Seller Owners have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Sellerthe Company; or
(d) by either Buyer or Seller the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28October 31, 2000, 2006 or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach of any material provision of this Agreement has been committed by the other party and such breach has not been waived;
(b1) by Buyer Buyer, if any of the conditions in Section 5 Article 10 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing DateClosing; or (ii2) by Seller, if any of the conditions in Section 6 Article 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing DateClosing;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28October 31, 20002001, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Williams Energy Partners L P)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by 8.1.1 By either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waivedwaived in writing;
8.1.2 By (ba) by Buyer if any of the conditions in Section 5 has Article VI have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived in writing such condition on or before the Closing Date; or (iib) by Seller, if any of the conditions in Section 6 has Article VII have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived in writing such condition on or before the Closing Date;
(c) by 8.1.3 By mutual written consent of Buyer and Seller; or
(d) by 8.1.4 By either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to fully comply fully with its or his obligations under this Agreement) on or before February 28June 10, 20002004, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer TGI or Seller the Company if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (iii) by Seller, TGI if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller TGI to comply with its obligations under this Agreement) and TGI has not waived such condition on or before the Closing Date; or (ii) by Sellers, if any of the conditions in Section 7 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer TGI and SellerSellers; or
(d) by either Buyer TGI or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28September 30, 20001997, or such later date as the parties Parties may agree upon.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Transit Group Inc)
Termination Events. This Agreement may, by written notice given prior to or at the Closing, be terminated:
(a) by either Buyer Purchaser or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) (i) by Buyer Purchaser if any of the conditions in Section 5 Article VIII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer Purchaser to comply with its obligations under this Agreement) and Buyer Purchaser has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 Article IX has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer Purchaser and Seller; or
(d) by either Buyer Purchaser or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28September 30, 20001997, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Shareholders if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerShareholders, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Shareholders to comply with their obligations under this Agreement) and Seller Shareholders have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerShareholders; or
(d) by either Buyer or Seller Shareholders if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations obliga tions under this Agreement) on or before February 28July 31, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) by Buyer Buyer: if any of the conditions in Section 5 has 7 have not been satisfied as of the Closing Date Date; or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or ;
(iic) by Seller, Sellers: if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date Date; or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;; or
(cd) by mutual consent of Buyer and SellerSellers; or
(de) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28January 31, 20001997, or such later date as the parties may agree uponupon in writing.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 5, 2000, 1997 or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Stock Purchase Agreement (Vdi Media)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their his obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, the date set forth in Section 2.2 hereof or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28June 30, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Stock Purchase Agreement (American Resources & Development Co)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 has 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 31, 20002003, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Stock Purchase Agreement (SCB Computer Technology Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28May 21, 20001999, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Stock Purchase Agreement (Americas Shopping Mall Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer Buyers or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer Buyers if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer Buyers to comply with its their obligations under this Agreement) and Buyer has Buyers have not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer Buyers and SellerSellers; or
(d) by either Buyer Buyers or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28January 31, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Partnership Interests Purchase Agreement (Texas Industries Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller the Shareholders if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has Article 6 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) ), and Buyer has not waived such condition on or before the Closing Date; or (ii) by Sellerthe Shareholders, if any of the conditions in Section 6 has Article 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Shareholders to comply with their his obligations under this Agreement) ), and Seller Shareholders have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Sellerthe Shareholders; or
(d) by either Buyer or Seller the Shareholders if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000the Termination Date, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 20002004, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) by Buyer Buyer: if any of the conditions in Section 5 has 7 have not been satisfied as of the Closing Date January 31, 1997; or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or January 31, 1997;
(iic) by Seller, Sellers: if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date January 31, 1997; or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;January 31, 1997; or
(cd) by mutual consent of Buyer and SellerSellers; or
(de) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28January 31, 20001997, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 20002001, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by By either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by By Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(ii) by SellerBy Sellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by By mutual consent of Buyer and SellerSellers; or
(d) by By either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28April 30, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Stock Purchase Agreement (Morton Industrial Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28April 7, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, may be terminated by mutual consent of the Parties or by notice given prior to before or at the Closing, be terminated:
(a) by By either Buyer or Seller Party if a material breach Breach of any provision of this Agreement has been committed by the other party Party and such breach the Breach has not been waived;
(b) by Buyer By DTG and Wireless if any of the conditions in Section 5 has SECTION 5.1 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer DTG and Wireless to comply with its their obligations under this Agreement) and Buyer has DTG and Wireless have not waived such the condition on or before the Closing Date; or ;
(iic) by Seller, By Sellers and each Company if any of the conditions in Section 6 has SECTION 5.2 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers and each Company to comply with their its or his obligations under this Agreement) and Seller Sellers and each Company have not waived such the condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by By either Buyer or Seller Party if the Closing has not occurred (other than through the failure of any party the Party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28January 15, 20001998, or such later date as the parties Parties may agree upon.
Appears in 1 contract
Samples: Merger Agreement (Dakota Telecommunications Group Delaware Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller or Xxxx to comply with their respective obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual written consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000within 60 (sixty) days after signing and delivery by the Parties of this Agreement, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Stock Purchase Agreement (Cardiotech International Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers (acting jointly) if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their its obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers (acting jointly) if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28July 15, 20001999, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Loan and Stock Purchase Agreement (St Mary Land & Exploration Co)
Termination Events. This Agreement mayAgreement, by notice given prior to or at the Closing, may be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b1) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii2) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller or the Shareholders to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000one (1) business day after the date of signing of this Agreement by all parties, or such later date as the parties may agree uponupon in writing.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Xxxxxxxxxx if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerXxxxxxxxxx, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller have Xxxxxxxxxx has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Xxxxxxxxxx if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 20001996, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Stock Purchase Agreement (Styrochem International LTD)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller or CDT to comply with their respective obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 31, 20002008, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Stock Purchase Agreement (Cardiotech International Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 20001999, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 has Article VII have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 Article VIII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28September 30, 20002001, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 31, 20002002, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(ii) by SellerSellers, if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28November 14, 2000, 1997 or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Stock Purchase Agreement (Integrated Orthopedics Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer TGI or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (iii) by Seller, TGI if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of TGI to comply with its obligations under this Agreement) and TGI has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 7 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer TGI and Seller; or
(d) by either Buyer TGI or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 31, 20001997, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Transit Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28July 1, 20002005, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Stock Purchase Agreement (Allis Chalmers Energy Inc.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28May 15, 2000, 1999 or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer Purchaser or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) (i) by Buyer Purchaser if any of the conditions in Section 5 Article X has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer Purchaser to comply with its obligations under this Agreement) and Buyer Purchaser has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 Article XI has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer Purchaser and Seller; oror 37
(d) by either Buyer Purchaser or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 31, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Stock Purchase Agreement
Termination Events. This Agreement may, by notice given prior to or at the Closing, may be terminatedterminated as follows:
(a) by either Buyer or Seller if a material breach any representation or warranty of any provision of this Agreement has been committed by the other party is or becomes untrue or breached in any material respect and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 Sections 6.2 and 6.3 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 6.2 and 6.4 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 20001997, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible prevented (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible prevented (other than through the failure of Seller to comply with their his obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000by the Outside Closing Date, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 31, 20001997, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Stock Purchase Agreement (American Resources & Development Co)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 has Article VIII have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date, or Company enters into an Expansion Contract based on Seller's unilateral decision pursuant to Section 4.6(b); or (ii) by Seller, if any of the conditions in Section 6 has Article IX have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of either Seller or Company to comply with either of their respective obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by Buyer at its sole discretion up to one day before closing on the Public Offering;
(d) by mutual consent of Buyer and Seller; or
(de) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28June 15, 20002004, unless extended pursuant to Section 11.3, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by 8.1.1 By either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waivedwaived in writing;
8.1.2 By (ba) by Buyer if any of the conditions in Section 5 has Article 6 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived in writing such condition on or before the Closing Date; or (iib) by SellerSellers, if any of the conditions in Section 6 Article 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived in writing such condition on or before the Closing Date;
(c) by 8.1.3 By mutual consent of Buyer and SellerSellers; or
(d) by 8.1.4 By either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to fully comply fully with its or his obligations under this Agreement) on or before February 28January 31, 2000, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Stock Purchase Agreement (American Physicians Capital Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 Article VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 Article VIII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28September 30, 20002003, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 has 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28November 5, 20001999, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by Buyer if Sellers, the Company or their Representatives breach the provisions of the first sentence of Section 5.7;
(d) by mutual consent of Buyer and SellerSellers; or
(de) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28June 15, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) subject to the terms and conditions of Section 7.12, by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 2000, or such later date as the parties may agree upon2002.
Appears in 1 contract
Samples: Acquisition Agreement (Eateries Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 has 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition in writing on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 20002008, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (Cal Maine Foods Inc)
Termination Events. This Subject to Section 11.2, this Agreement may, by notice given prior to before or at the Closing, be terminated:
(a) by either mutual consent of the Buyer or and the Seller;
(b) by the Buyer if the Seller if has committed a material breach of any provision of this Agreement has been committed by and the other party and such breach Buyer has not been waivedwaived such breach;
(bc) by the Seller if the Buyer has committed a material breach of any provision of this Agreement and the Seller has not waived such breach;
(d) by the Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a any condition in Article 9 is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and the Buyer has not waived such condition on or before the Closing Date; or condition;
(iie) by Seller, the Seller if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a any condition in Article 10 is or becomes impossible (other than through the failure of any the Seller to comply with their its obligations under this Agreement) and the Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Sellercondition; or
(df) by either the Buyer or the Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28September 20, 20002005, or such later date as the parties Buyer and the Seller may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by By notice given prior to or at Title Agent and the Closingother parties to this Agreement, this Agreement may be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has 9 have not been materially satisfied as of the Closing Termination Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Termination Date; or ;
(iib) by SellerSellers, if any of the conditions in Section 6 has 10 have not been materially satisfied as of the Closing Termination Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of either Seller to comply with their its obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Termination Date;
(c) by either Buyer or Sellers if a Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived;
(d) by mutual consent of Buyer and SellerSellers; or
(de) by either Buyer or Seller Sellers if the First Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000the Termination Date, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Atria Communities Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28September 1, 20001999, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement mayAgreement, by notice given prior to or at the Closing, may be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b1) by Buyer if any of the conditions in Section 5 11 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii2) by Seller, if any of the conditions in Section 6 12 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 20002002, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by By either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer Buyer, if any of the conditions in Section 5 Sections 10 or 11 has not been satisfied as of the Closing Date January 31, 1997 or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing DateJanuary 31, 1997; or or
(ii) by Seller, if any of the conditions in Section 6 Sections 10 or 12 has not been satisfied as of the Closing Date January 31, 1997 or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under 37 this Agreement) and Seller have has not waived such condition on or before the Closing DateJanuary 31, 1997;
(c) by By mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller By any party hereto if the Closing has shall not have occurred (other than through by January 31, 1997; provided that the failure of any party seeking right to terminate this Agreement to comply fully with its or his obligations under this AgreementSection 13.1(d) shall not be available to any party whose willful failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before February 28, 2000, or such later date as the parties may agree upondate.
Appears in 1 contract
Samples: Asset Purchase Agreement (Platinum Entertainment Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;.
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28October 31, 20002002, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, may be terminated (by notice given prior to or at the Closing, be terminated:Closing Date):
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28November 16, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by written notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28May 31, 20001997, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Shareholder if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has Article 6 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) ), and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerShareholder, if any of the conditions in Section 6 has Article 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Shareholder to comply with their his obligations under this Agreement) ), and Seller have Shareholder has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerShareholder; or
(d) by either Buyer or Seller Shareholder if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000the Termination Date, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer Buyers or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) (i) by Buyer Buyers if any of the conditions in Section 5 has ARTICLE 6 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer Buyers to comply with its their obligations under this Agreement) and Buyer has Buyers have not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 Article 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual written consent of Buyer Buyers and Seller; or
(d) by either Buyer Buyers or Seller if the Closing has not occurred (other than through the failure of any the party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 20002010, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 has 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, Seller if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28July 21, 20002001, or such later date as the parties may agree uponagree.
Appears in 1 contract
Samples: Stock Purchase Agreement (Cpi Corp)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by By either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with with. its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 31, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Stock Exchange Agreement (American Resources & Development Co)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(iii) by SellerSellers, if any of the conditions in Section 6 10 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their his obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) either by either Buyer or Seller by all Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 2000, 2021 or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Stock Purchase Agreement (BOQI International Medical, Inc.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by By either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by By Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(ii) by SellerBy Sellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by By mutual consent of Buyer and SellerSellers; or
(d) by By either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28July 31, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Stock Purchase Agreement (Morton Industrial Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by A. By either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by By Buyer if any of the conditions in Section 5 7. has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(ii) by SellerBy Sellers, if any of the conditions in Section 6 8. has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by C. By mutual consent of Buyer and SellerSellers; or
(d) by D. By either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 2815, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 281, 20001999, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Stock Purchase Agreement (Integrated Communication Networks Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 2829, 20001996, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Stock Purchase Agreement (Masada Security Holdings Inc)
Termination Events. This Agreement Agreement, may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer Acquiror or Seller Agencies if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) (i) by Buyer Acquiror if any of the conditions in Section 5 has Article 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer Acquiror to comply with its obligations under this Agreement) and Buyer Acquiror has not waived such condition on or before the Closing DateClosing; or (ii) by SellerAgencies, if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Agencies to comply with their obligations under this Agreement) and Seller Agencies have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer Acquiror and SellerAgencies; or
(d) by either Buyer Acquiror or Seller Agencies if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28January 31, 2000, 20043 or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Asset Purchase Agreement (Main Street Banks Inc /New/)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 Article VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 Article VIII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 31, 20002005, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7.1 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 7.2 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28November 15, 20002002, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Stock Purchase Agreement (Home Solutions of America Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their his obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 15, 20002007, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
: (a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;; (b)
(bi) by Buyer if any of the conditions in Section 5 4.1 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
or (d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28May 6, 20001998, or such later date as the parties may agree upon; (e) subject to Section 7.10 above, by Seller, if prior to the Closing, (A) a third party shall have made an Acquisition Proposal that the Board of Directors of the Company determines in good faith, after consultation with its financial advisor, is a Superior Proposal, and (B) the Board of Directors of the Seller shall have withdrawn its approval or recommendation to its shareholders of this Agreement.
Appears in 1 contract
Termination Events. This Agreement may, may be terminated by written notice given prior to or at the Closing, be terminatedsubject to SECTION 9.2 as follows:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waivedcured after five (5) days notice or waived by the non-breaching party;
(b) by Buyer if any of the conditions condition in Section 5 Article VI has not been satisfied as of the date specified for Closing Date Date; or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) Agreement and Buyer has not waived such condition on or before the Closing Date; or such date).
(iic) by Seller, if any of the conditions condition in Section 6 Article VII has not been satisfied as of the date specified for Closing Date or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Datesuch date;
(cd) by mutual consent of Buyer and Seller; or
(de) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, 2007 or such later date as the parties may agree uponupon or as provided herein, unless the party giving notice of termination is in material breach of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (GlobalOptions Group, Inc.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; Date or (ii) by SellerSellers and DFA, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers or DFA to comply with their respective obligations under this Agreement) and Seller Sellers and DFA have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer Buyer, Sellers and SellerDFA; or
(d) by either Buyer or Seller Sellers and DFA if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28May 30, 2000, 1998 or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Suiza Foods Corp)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition in writing on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition in writing on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28June 2, 20001999, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(cb) by mutual consent of Buyer and Seller; or
(dc) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 30, 20002013, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: LLC Ownership Interest Purchase Agreement (Vystar Corp)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer TGI or Seller the Shareholder if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, TGI if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller TGI to comply with its obligations under this Agreement) and TGI has not waived such condition on or before the Closing Date; or (ii) by the Shareholder, if any of the conditions in Section 7 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Shareholder to comply with their obligations under this Agreement) and Seller have the Shareholder has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer TGI and Sellerthe Shareholder; or
(d) by either Buyer TGI or Seller the Shareholder if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 20001997, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Transit Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach of any provision of this Agreement has been committed by the other party Party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing DateClosing; or or
(iii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller have Sellers has not waived such condition on or before the Closing DateClosing;
(c) by mutual consent of Buyer Bxxxx and SellerSxxxxxx; or
(d) either by either Buyer or Seller by Sellers if the Closing has not occurred (other than through the failure of any party Party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28November 30, 20002023, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Better for You Wellness, Inc.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 15, 20001999 except that, at the request of Buyer or Sellers' Representative, such date shall be extended until March 31, 1999 for the purpose of complying with requests for information from any Governmental Body under the HSR Act, or such later date as the parties may agree upon.
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Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 has 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, Seller if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or;
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28June 23, 20002001, or such later date as the parties may agree uponagree; or
(e) by Seller if the Buyer has not delivered a copy of the Commitment Letter described in Section 6.2 on or before the date specified in such Section.
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Samples: Stock Purchase Agreement (Cpi Corp)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer TGI or Seller Sellers if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (iii) by Seller, TGI if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller TGI to comply with its obligations under this Agreement) and TGI has not waived such condition on or before the Closing Date; or (ii) by Sellers, if any of the conditions in Section 7 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer TGI and SellerSellers; or
(d) by either Buyer TGI or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28September 30, 20001997, or such later date as the parties may agree upon.
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Samples: Agreement and Plan of Reorganization (Transit Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 7, 20002006, or such later date as the parties may agree uponpermitted hereunder.
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Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party Party and such breach Breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(iii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller have Sellers has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer Xxxxx and SellerXxxxxxx; or
(d) either by either Buyer or Seller by Sellers if the Closing has not occurred (other than through the failure of any party Party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 31, 20002022, or such later date as the parties may agree upon.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Better for You Wellness, Inc.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28September 30, 2000, 2002 or such later date as the parties may agree upon.
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